UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


                        Date of Report:  OCTOBER 26, 2004

                                 SPACEDEV, INC.
               (Exact Name of Registrant as Specified in Charter)

             COLORADO                     000-28947           84-1374613
     (State or Other Jurisdiction     (Commission File     (I.R.S. Employer
            of Incorporation)              Number)        Identification Number)

                                13855 STOWE DRIVE
                             POWAY, CALIFORNIA 92064
               (Address of Principal Executive Offices) (Zip Code)

Registrant's  telephone  number,  including  area  code:  (858)  375-2030

Check  the  appropriate  box  below  if  the  Form  8-K  filing  is  intended to
simultaneously  satisfy the filing obligation of the registrant under any of the
following  provisions:

[  ]  Written  communications  pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

[  ]  Soliciting  material  pursuant  to  Rule 14a-12 under the Exchange Act (17
      CFR 240.14a-12)

[  ]  Pre-commencement  communications   pursuant  to  Rule  14d-2(b) under the 
      Exchange Act  (17  CFR  240.14d-2(b))

[  ]  Pre-commencement communications pursuant Rule 13e-4(c) under the Exchange 
      Act (17  CFR  240.13e-4(c))




Item  1.01.  Entry  into  a  Material  Definitive  Agreement


Effective  October 20, 2004, SpaceDev, Inc. was awarded the second Task Order in
a  five-year,  cost-plus-fixed   fee  indefinite   delivery/indefinite  quantity
contract  to conduct a micro satellite distributed sensing experiment, an option
for  a  laser  communications  experiment, and other micro satellite studies and
experiments  as  required  in  support  of  the Advanced Systems Deputate of the
Missile  Defense  Agency originally awarded on March 31, 2004.  This second Task
Order has a value of $8,257,283 out of the total contract amount of $43,362,271.
The  value  of  the  first  Task  Order  was  $1,141,404, which was successfully
completed  by September 30, 2004.  The period of performance for the second Task
Order is approximately sixteen months, i.e., October 1, 2004 through January 31,
2006.  The  principal place of performance will be Poway, California.  The micro
satellite  distributed  sensing experiment is intended to design and build up to
six  responsive,  affordable,  high  performance  micro  satellites  to  support
national  missile  defense.  The milestone-based, multiyear, multiphase contract
had  an  effective  start  date  of  March  1, 2004 for the first Task Order and
October  1,  2004 for the second Task Order.  The overall contract calls for the
Company  to  analyze,  design,  develop, fabricate, integrate, test, operate and
support  a networked cluster of three formation-flying boost phase and midcourse
tracking  microsatellites,  with  an  option   to  design,  develop,  fabricate,
integrate,  test, operate and support a second cluster of three formation flying
microsats  to  be  networked  on-orbit  with  high  speed  laser  communications
technology.


                                   SIGNATURES

     Pursuant  to  the  requirements of the Securities Exchange Act of 1934, the
Registrant  has  duly  caused  this  report  to  be  signed on its behalf by the
undersigned  hereunto  duly  authorized.

Dated  as  of  October  26,  2004.

                                                                 SPACEDEV,  INC.

                                               By:     /s/  Richard  B.  Slansky
                                                      --------------------------
                                                            Richard  B.  Slansky
                                                       Chief  Financial  Officer